By the Way
What is a Contract?
(___+___+___=Contract)
Offer + Acceptance + Consideration = Contract
A bargain for exchange, a quid pro quo if you will
Consideration
True or False: Punitive damages can be awarded for contract disputes
False
What is promissory estoppel?
False, the UCC applies
(1) Lack of Capacity, (2) Duress, (3) Illegality, (4) Unconscionability, (5) Misrepresentation
Double Points for a description of each.
What is the difference between the subjective school and the objective school?
Subjective: what did a person really agree to in their own mind
Objective: Validity of an offer is based upon an objective and reasonable evaluation of whether the offer was valid.
100 points for which is the legal standard
The four ways an offer can be terminated.
What are 3 types of consideration?
Double points if you name two ways to forebear.
Which statute do we cite to show that the UCC applies and why?
§ 2-105 because the contract deals with goods.
Double points if you can define what a good is.
RS §15(1)(a)
The profoundly impaired or intellectually challenged adult.
Other party does not have to be aware of person's mental capacity
What is the volitional test and what section is it?
RS § 15(1)(b)
Mental issues are not super apparent.
Person can understand what they are doing, but have a disability/condition that keeps them acting like a reasonable person.
What is the legal issue between the cognitive and volitional test?
Do we apply the common law approach or the restatement approach?
Common law only does the cognitive test.
Restatement if either test is met, then K is voidable.
What are the legal issues dealing with Specific Performance?
Sometimes a substitute does not exist
Even if substitute is close, it is still not what the breaching party wanted.
NEVER granted when there is an adequate remedy at law.
a provision in a contract that states the written agreement is the complete and final understanding between the parties, meaning any prior discussions, negotiations, or agreements (oral or written) that are not explicitly included in the contract are superseded and not considered binding; essentially, it declares that the contract represents the "entire agreement" between the parties involved.
What is a merger clause?
100 points. Is a merger clause conclusive? Why?
Where and what is the legal issue for damages?
In Seller's Remedies on § 2-703 and if 2-703 has an "or".
What does §2-712 do and what is that? What is the equation?
Cover.
If Seller breached, Buyer may purchase substituted goods if done in (1) good faith, (2) in reasonable time, (3) the substituted purchase was reasonable.
Damages=Cover Cost - K Price - expenses saved + Incidental damages.
Consideration CANNOT consist of four different things:
(1) Past Performance, (2) Illusory Promises, (3) Gratuitous Promises, (4) Peppercorns
Double Points if you can describe what each is.
100 points for the exception for enforcing a gratuitous promise.
Condition to which the parties agreed upon. What happens if not met?
Express Conditions. If not met, the other party can back out.
These conditions are inferred from the contract's language or the parties' conduct and are implied by law to avoid injustice. What must one do if these conditions are not met?
Constructive Conditions. A party cannot back out, they must just sue. UNLESS the breach is material.
What is the California Rule of Parol Evidence?
Courts use Extrinsic Evidence (EE) to determine if K is prone to another interpretation. 1) Courts will use EE to find out actual meaning. 2) If evidence you want to present explains ambiguity then it gets in, (3) But evidence does not get in if it contradicts or if there is ambiguity.
*Clause may seem unambiguous but peek at EE & if a reasonable person can conclude it was a factor, then K is ambiguous & EE comes in.
What is the New York Rule of Parol Evidence?
"4 corners Rule"
Needs to be ambiguous on its face to be considered parol evidence. -Ambiguity is found using general knowledge.(1) not look @ promises before K, (2) only look @ words of K, (3) Then if words of K are ambiguous, (4) Then look at what was going on before.
Collateral Agreement Exception in Parol Evidence Rule
(1) Oral agreement is collateral (not independent), (2) Must not contradict, (3) must be one parties would not be expected to include in writing.
This clause is provision placed in a K specifying the precise consequences of a breach and courts encourage this inclusion. This clause is used if damages would be difficult to compute in the event of a breach.
Liquidated Damages Clause
§ 2-207(2) how to apply different terms (Legal Issue)
Comment (b) does it materially alter it (surprise or hardship) (factual issue)